Hosting Terms and Conditions

This agreement is between Oak Digital, LLC and the Client whose signs an Agreement or pays hosting with Oak Digital, LLC for hosting services.

Services. Subject to the terms of the Terms and Conditions, and contingent on Client’s satisfaction of Oak Digital, LLC’s approval requirements, Oak Digital, LLC agrees to provide the web hosting services described in the Agreement for the fees stated in the Agreement.

Term. The Initial Service Term of the Agreement shall begin the day Client signs the Agreement, unless otherwise noted in the Agreement, and shall continue until the end of the Initial Term as defined in the Agreement. Upon expiration of the Initial Term, this Agreement shall automatically renew for as many successive renewal terms of the same length as the Initial Term (each a “Renewal Term”) unless Oak Digital, LLC or Client provides the other with written notice of nonrenewal. The Initial Term and any Renewal Term may be referred to collectively in this Agreement as the “Term.”

Payments.

Fees. The Fee defined in the Client’s Agreement is payable in advance on the first day of each month. Client’s billing cycle shall be monthly. Oak Digital, LLC may require payment for the first billing cycle before beginning service. If the Agreement provides for credit/debit card billing, Client authorizes Oak Digital, LLC to bill subsequent fees to the credit/debit card on or after the first day of each successive billing cycle during the Term of this Agreement; otherwise Oak Digital, LLC will invoice Client via electronic mail to the address listed on the Agreement. Invoiced fees may be issued on or before the 7th day before each billing cycle, and the fees shall be due on the 7th day following invoice date. Payments must be made in United States dollars. Client is responsible for providing Oak Digital, LLC with changes to billing information (such as credit card expiration, change in billing address). Oak Digital, LLC may suspend the service without notice if payment for the service is overdue. Fees not disputed within thirty (30) days of due date are conclusively deemed accurate. Client agrees to pay Oak Digital, LLC’s reasonable reinstatement fee following a suspension of service for non-payment, and to pay Oak Digital, LLC’s reasonable costs of collection of overdue amounts, including collection agency fees, attorney fees and court costs. Clients who either reside in or have a primary billing address in Canada will be subject to the appropriate GST/HST tax for their province. This tax will be included and shown on all invoices issued by Oak Digital, LLC.

Fee Increases. Oak Digital, LLC may increase its fees for services effective the first day of a Renewal Term by giving notice to Client of the new fees at least forty five (45) days prior to the beginning of the Renewal Term, and if Client does not give a notice of non-renewal as provided in Section 2 above, the Client shall be deemed to have accepted the new fee for that Renewal Term and any subsequent Renewal Terms (unless the fees are increased in the same manner for a subsequent Renewal Term).

Taxes. At Oak Digital, LLC’s request Client shall remit to Oak Digital, LLC all sales, VAT or similar tax imposed on the provision of the services (but not in the nature of an income tax on Oak Digital, LLC), regardless of whether Oak Digital, LLC fails to collect the tax at the time the related services are provided.

Early Termination. Client acknowledges that the amount of the fee for the service is based on Client’s agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event Oak Digital, LLC terminates the Agreement for Client’s breach of the Agreement in accordance with Section 8 (Termination), or Client terminates the service other than in accordance with Section 8 (Termination) for Oak Digital, LLC’s breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due on the business day following termination of the Agreement.

Payments to Oak Digital, LLC are non-refundable except for the first payment which falls under the thirty (30) day money back guarantee. Only shared, reseller, semi-dedicated and VPS services are eligible for the thirty (30) day money back guarantee. No other services provided by Oak Digital, LLC are covered by this guarantee. The thirty (30) day money back guarantee is not valid upon any terms of service violations. All overcharges or billing disputes must be reported within thirty (30) days of the time the dispute occurred.

Client Information. Client represents and warrants to Oak Digital, LLC that the information he, she or it has provided and will provide to Oak Digital, LLC for purposes of establishing and maintaining the service is accurate. If Client is an individual, Client represents and warrants to Oak Digital, LLC that he or she is at least 18 years of age.

Indemnification. The parties to this contract and agreement do hereby mutually agree to release, indemnify and hold harmless the other, their affiliates, and each of their respective officers, directors, agents, employees, representatives, members, guests, and visitors, from, and against, any and all claims, lawsuits, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever, including the payment of reasonable attorney fees in having to defend the same, made as the result of any action brought by a third party under any theory of legal liability arising out of, or related to, the actual or alleged use of either parties’ services or products that are the subject of this contract, or a service provided under the same. Further, each party hereto shall be responsible for defending their own warranty claims, either express or implied, as well as defending all claims arising out of their own intentional, reckless, willful and wanton or negligent actions; along with defending themselves from any claims arising out of the use of a defective product, as the same relates to the goods and services provided under this contract, or to be sold as a result of the actions performed under this contract.

Disclaimer of Warranties. Oak Digital, LLC does not warrant or represent that the services will be uninterrupted, error-free, or completely secure. To the extent permitted by applicable law Oak Digital, LLC disclaims any and all warranties including the implied warranties of merchantability, fitness for a particular purpose, and noninfringement. To the extent permitted by applicable law, all services are provided on an “as is” basis.

Limitation of Damages. Neither party shall be liable to the other for any lost profits, or any indirect, special, incidental, consequential or punitive loss or damage of any kind, or for damages that could have been avoided by the use of reasonable diligence, arising in connection with the agreement, even if the party has been advised or should be aware of the possibility of such damages. Notwithstanding anything else in the agreement to the contrary, the maximum aggregate liability of Oak Digital, LLC and any of its employees, agents or affiliates, under any theory of law (including breach of contract, tort, strict liability, and infringement) shall be a payment of money not to exceed the amount payable by client for three months of service.

Suspension/Termination.

Suspension of Service. Client agrees that Oak Digital, LLC may suspend services to Client without notice and without liability if: (i)Oak Digital, LLC reasonably believes that the suspension of service is necessary to protect its network or its other clients, or (ii)as requested by a law enforcement or regulatory agency.

Termination. The Agreement may be terminated by Client prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability if Oak Digital, LLC fails in a material way to provide the service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of Client’s written notice describing the failure in reasonable detail. The Agreement may be terminated by Oak Digital, LLC prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability as follows: (i) upon ten (10) days notice if Client is overdue on the payment of any amount due under the Agreement; (ii) Client materially violates any other provision of the Agreement and fails to cure the violation within thirty (30) days of a written notice from Oak Digital, LLC describing the violation in reasonable detail. Either party may terminate this agreement upon ten (10) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.

Requests for Client Information. Client agrees that Oak Digital, LLC may, without notice to Client, (i) report to the appropriate authorities any conduct by Client or any of Client’s clients or end users that Oak Digital, LLC believes violates applicable law, and (ii) provide any information that it has about Client or any of its clients or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.

Back Up Copy. Oak Digital, LLC will make a good faith effort to keep thirty(30) days worth of backups (backing up database weekly and files bi-weekly). However, Oak Digital, LLC makes no absolute guarantee that a backup can be provided.

Changes to Oak Digital, LLC’s Network. Upgrades and other changes in Oak Digital, LLC’s network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Client’s hosted content and/or applications. Oak Digital, LLC reserves the right to change its network in its commercially reasonable discretion, and Oak Digital, LLC shall not be liable for any resulting harm to Client.

System and Network Security. Users are prohibited from violating or attempting to violate the security of the Network. Violations of system or network security may result in civil or criminal liability. Oak Digital, LLC will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. These violations include, without limitation:

Accessing data not intended for such User or logging into a server or account, which such User is not authorized to access.

Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.

Attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, “flooding”, “mail bombing” or “crashing”.

Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.

Taking any action in order to obtain services to which such User is not entitled.

Resource Usage.

System Resources

You’re not allowed to use an excessive amount of system resources for an extended period of time. If your account is found to be utilizing a large amount of resources we will contact you and give you further information. Under extreme cases suspension may be necessary until the issue can be resolved.

Cron Usage

You may not have cron jobs in intervals lower than 1 minutes apart.

Account Limitations

You may use your account for personal use but not as a backup facility for automated backups or things of that nature. If you’re unsure if your intended use violates this TOS please contact us so we can clarify it for you.

Notices. Notices to Oak Digital, LLC under the Agreement shall be given via electronic mail to the e-mail address posted for customer support (admin@Oak Digital, LLC.com). Notices to Client shall be given via electronic mail to the individual listed on the Agreement. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. Client may change his, her or its notice address by a notice given in accordance with this Section.

Force Majeure. Oak Digital, LLC shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond Oak Digital, LLC’s control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.

Governing Law/Disputes. The Agreement shall be governed by the laws of, exclusive of its choice of law principles, and the laws of the United States of America, as applicable.

Miscellaneous. Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party’s name or trade mark without the other party’s prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority. A party’s failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Agreement. A party’s waiver of any of its right under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties. The following provisions will survive expiration or termination of the Agreement: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement. There are no third party beneficiaries to the Agreement. Insurers are not third party beneficiaries to the Agreement. Client may not transfer the Agreement without Oak Digital, LLC’s prior written consent. Oak Digital, LLC’s approval for assignment is contingent on the assignee meeting Oak Digital, LLC’s approval criteria. Oak Digital, LLC may assign the Agreement in whole or in part. This Agreement constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replace any prior understanding or communication, written or oral.